STEELCASE INC. (NYSE:SCS) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k
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STEELCASE INC. (NYSE:SCS) Files An 8-K Entry into a Material Definitive Agreement
Item 5.07. Entry into a Material Definitive Agreement.

On July 12, 2017, the Board of Directors (the “Board”) of Steelcase Inc. (the “Company”) approved an annual retainer for the Chair of the Board’s Corporate Business Development Committee. A summary of the compensation for members of the Board and its committees, as of July 12, 2017, is filed as Exhibit10.1 to this report and is incorporated herein by reference.

Item 5.07 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On July 12, 2017, the Company’s shareholders approved the Steelcase Inc. Management Incentive Plan as amended and restated (the “MIP”). The MIP allows the Company to grant annual incentive compensation awards to its employees. Awards under the MIP are determined by the Compensation Committee of the Company's Board of Directors or by the Company's Chief Executive Officer to delegated authority and subject to certain limitations.

A copy of the MIP is attached as Exhibit 10.2 and is incorporated herein by reference. A summary of the MIP is also included in the Company's Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 31, 2017, beginning on page 52 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of shareholders on July 12, 2017.At that meeting, shareholders voted on five proposals presented in the Company's Proxy Statement dated May 31, 2017 relating to the annual meeting.The results of the votes are as follows.

Proposal 1:Election of twelve nominees to the Board of Directors

For

Against

Abstentions

Nominee

Votes

% of

Total Votes

Votes

% of

Total Votes

Votes

% of

Total Votes

Broker

Non-Votes

Lawrence J. Blanford

262,404,750

97.5%

2,579,861

1.0%

4,169,723

1.5%

7,988,249

Timothy C.E. Brown

260,763,532

96.9%

4,219,793

1.6%

4,171,009

1.5%

7,988,249

Connie K. Duckworth

263,556,972

97.9%

1,430,167

0.5%

4,167,195

1.5%

7,988,249

David W. Joos

262,893,317

97.7%

2,092,106

0.8%

4,168,911

1.5%

7,988,249

James P. Keane

263,778,525

98.0%

1,206,566

0.4%

4,169,243

1.5%

7,988,249

Todd P. Kelsey

264,097,893

98.1%

886,622

0.3%

4,169,819

1.5%

7,988,249

Jennifer C. Niemann

263,716,188

98.0%

1,270,098

0.5%

4,168,048

1.5%

7,988,249

Robert C. Pew III

263,597,118

97.9%

1,388,968

0.5%

4,168,248

1.5%

7,988,249

Cathy D. Ross

263,301,594

97.8%

1,684,668

0.6%

4,168,072

1.5%

7,988,249

Peter M. Wege II

260,991,725

97.0%

3,992,338

1.5%

4,170,271

1.5%

7,988,249

P. Craig Welch, Jr.

262,153,028

97.4%

2,833,259

1.1%

4,168,047

1.5%

7,988,249

Kate P. Wolters

263,501,904

97.9%

1,485,705

0.6%

4,166,725

1.5%

7,988,249

Proposal 2:Advisory vote to approve named executive officer compensation

For

Against

Abstentions

Votes

% of

Total Votes

Votes

% of

Total Votes

Votes

% of

Total Votes

Broker

Non-Votes

256,992,594

95.5%

2,004,953

0.7%

10,156,787

3.8%

7,988,249

Proposal 3:Advisory vote on the frequency of an advisory vote on executive compensation

1 Year

2 Years

3 Years

Abstentions

Votes

% of

Total Votes

Votes

% of

Total Votes

Votes

% of

Total Votes

Votes

% of

Total Votes

Broker

Non-Votes

186,131,541

69.2%

108,269

Proposal 4:Approval of the Steelcase Inc. Management Incentive Plan

For

Against

Abstentions

Votes

% of

Total Votes

Votes

% of

Total Votes

Votes

% of

Total Votes

Broker

Non-Votes

258,006,322

95.9%

3,009,217

1.1%

8,138,795

3.0%

7,988,249

Proposal 5:Ratification of independent registered public accounting firm

For

Against

Abstentions

Votes

% of

Total Votes

Votes

% of

Total Votes

Votes

% of

Total Votes

270,298,545

97.5%

2,173,003

0.8%

4,671,035

1.7%

Item 5.07Financial Statements and Exhibits.

d)EXHIBITS.

Exhibit No.

Description

10.1

Summary of Compensation for the Board of Directors of Steelcase Inc.

10.2

Steelcase Inc. Management Incentive Plan, as amended and restated as of February 25, 2017


STEELCASE INC Exhibit
EX-10.1 2 scs-07122017xex101.htm EXHIBIT 10.1 Exhibit EXHIBIT 10.1 SUMMARY OF COMPENSATION FORTHE BOARD OF DIRECTORS OFSTEELCASE INC. Effective July 12,…
To view the full exhibit click here

About STEELCASE INC. (NYSE:SCS)

Steelcase Inc. provides an integrated portfolio of furniture settings, user-centered technologies and interior architectural products. The Company’s segments include Americas, EMEA and Other Category. The Company’s furniture portfolio includes panel-based and freestanding furniture systems and complementary products, such as storage, tables and ergonomic worktools. Its seating products include task chairs, which are ergonomic seating that can be used in collaborative or casual settings and specialty seating for specific vertical markets, such as healthcare and education. Its technology solutions support group collaboration by integrating furniture and technology. Its interior architectural products include full and partial height walls and doors. It also offers services, which include workplace strategy consulting, lease origination services, furniture and asset management and hosted spaces. Its family of brands includes Steelcase, Coalesse, Designtex, PolyVision and Turnstone.